Effective Date: February 12, 2026
These Terms of Service (Terms) govern access to and use of the CustomerLabs platform and related services, including any software, APIs, SDKs, websites, documentation, and support (collectively, the Services).
These Terms are a legally binding agreement between CustomerLabs Inc (CustomerLabs, we, us) and the entity or individual accepting these Terms (Customer, you). If you accept these Terms on behalf of an entity, you represent and warrant that you have authority to bind that entity.
If you do not agree to these Terms, do not access or use the Services.
1. Company details
CustomerLabs Inc
Address: 651 N Broad St, Ste 206, Middletown, Delaware 19709, USA.
Notices and legal or privacy requests: [email protected]
2. Order of precedence and related terms
These Terms may be supplemented by an order form, statement of work, or other written ordering document agreed by the parties (Order Form).
Our Data Processing Addendum (DPA) and Privacy Policy are incorporated by reference and are available in the Services and or upon request.
If there is a conflict, the following order of precedence applies, solely for the subject matter at issue:
2.1 An Order Form.
2.2 The DPA (for data protection, privacy, security, and processing obligations).
2.3 These Terms.
2.4 Any other documents referenced in these Terms.
3. Definitions
- Account means the Customer account and any user accounts created under it.
- Affiliate means an entity that controls, is controlled by, or is under common control with a party.
- Confidential Information has the meaning in Section 14.
- Customer Data means data and content submitted to, stored in, transmitted through, or otherwise made available to the Services by or on behalf of Customer, including personal data of end users processed on Customer’s behalf.
- Customer Controlled Destinations means third party services and destinations that Customer chooses to connect, configure, or instruct CustomerLabs to send Customer Data to, such as advertising, analytics, and measurement platforms (for example, Meta, Google, and similar platforms).
- Documentation means the user guides and technical documentation we provide for the Services.
- Order Form means an ordering document for the Services that references these Terms.
- PHI means Protected Health Information as defined under HIPAA.
- Subscription Term means the period during which Customer is authorized to access and use the Services under an Order Form.
4. Accounts, users, and access
4.1 Account creation. Customer must create an Account to use the Services. Customer must provide accurate and complete information and keep it current.
4.2 Authorized users. Customer is responsible for all activity under its Account, including actions by its authorized users. Customer will ensure authorized users comply with these Terms.
4.3 Credentials and security. Customer will protect login credentials and promptly notify CustomerLabs of any unauthorized access or suspected compromise.
4.4 Authority. Individuals using the Services must be legally able to enter into these Terms and must be authorized by Customer.
5. Use of the Services
Subject to these Terms and the applicable Subscription Term, CustomerLabs grants Customer a limited, non exclusive, non transferable right to access and use the Services for Customer’s internal business purposes.
Customer will not, and will not allow any third party to:
- Reverse engineer, decompile, disassemble, or attempt to derive source code or underlying ideas or algorithms of the Services, except to the extent such restriction is prohibited by law.
- Copy, modify, or create derivative works of the Services or Documentation.
- Circumvent or disable security or access controls, or probe, scan, or test the vulnerability of the Services except in accordance with an agreed responsible disclosure or penetration testing process.
- Use the Services to transmit malware, spam, or unlawful content, or to interfere with or disrupt the integrity or performance of the Services.
- Use the Services in a way that violates applicable law, third party rights, or platform policies applicable to Customer Controlled Destinations.
- Access the Services to build or benchmark a competitive product, or to copy features or user experience.
6. Customer responsibilities for data and tracking
6.1 Customer controls data. Customer determines what Customer Data is collected and sent to the Services, including event payloads, identifiers, and properties.
6.2 Lawful basis and transparency. Customer is responsible for providing required notices, obtaining required consents, and establishing a lawful basis for processing and sharing Customer Data, including for advertising and measurement.
6.3 Data minimization. Customer will avoid submitting Customer Data that is not necessary for Customer’s intended use of the Services.
6.4 Special category data and PHI. Customer will not submit special category data or PHI unless it has met all requirements under applicable law and, for PHI, HIPAA requirements as described in Section 9 and the DPA.
7. Customer Controlled Destinations and data activation
The Services support data activation, meaning Customer may configure and instruct CustomerLabs to transmit Customer Data to Customer Controlled Destinations. Customer acknowledges and agrees:
- Customer selects and controls the destinations. Customer is solely responsible for choosing, enabling, and configuring Customer Controlled Destinations and for the data sent to them.
- Third parties are not CustomerLabs subprocessors. Customer Controlled Destinations are not subprocessors of CustomerLabs. Customer’s relationship with each destination is governed by Customer’s contract and policies with that destination.
- Customer instructions. Customer authorizes CustomerLabs to transmit Customer Data to Customer Controlled Destinations as configured by Customer and as an instruction under the DPA.
- Destination terms and restrictions. Customer is responsible for complying with destination terms, policies, and technical requirements, including any restrictions on data types (for example, restrictions on sensitive data or PHI).
- No responsibility for third party services. CustomerLabs is not responsible for third party services, their availability, or their handling of data after receipt, except to the extent CustomerLabs fails to transmit data in accordance with Customer’s configuration and instructions.
8. Data protection, privacy, and security
CustomerLabs will process Customer Data as a processor on Customer’s behalf in accordance with the DPA. CustomerLabs will maintain appropriate technical and organizational measures as described in the DPA.
CustomerLabs may process certain personal information as a controller for website, marketing, account administration, billing, and security purposes, as described in our Privacy Policy.
If there is any conflict between these Terms and the DPA regarding Customer Data processing, the DPA controls.
9. HIPAA and PHI
If Customer is a HIPAA covered entity or business associate and Customer uses the Services to create, receive, maintain, or transmit PHI, then the HIPAA Business Associate Agreement terms in Annex F of the DPA apply to that processing.
Customer is responsible for configuring the Services and Customer Controlled Destinations to prevent disclosures of PHI to any recipient that is not permitted under HIPAA and Customer’s applicable agreements.
Service communications. Customer will not include PHI in emails or message content that is routed through general email delivery services used for service communications.
10. Support and service communications
CustomerLabs will provide support as described in the Order Form or as otherwise made available for the subscribed plan.
CustomerLabs may send service communications, including security notices, operational notices, billing notices, and product updates.
11. Fees, billing, renewal, cancellation, and taxes
11.1 Fees. Customer will pay the fees set out in the applicable Order Form. Fees are non refundable except as expressly stated in an Order Form, these Terms, or required by law.
11.2 Billing and renewal. Unless otherwise stated in an Order Form, subscriptions automatically renew for successive periods equal to the then current Subscription Term, and Customer authorizes CustomerLabs to charge the applicable fees using Customer’s selected payment method.
11.3 Cancellation to prevent renewal. To prevent auto renewal, Customer must cancel or provide notice of non renewal before the end of the current Subscription Term. For self serve subscriptions, Customer may cancel through the account settings at any time and cancellation takes effect at the end of the current billing period. For subscriptions purchased under an Order Form, cancellation and non renewal notice requirements are as stated in the Order Form; if the Order Form is silent, Customer must provide notice at least thirty (30) days before the end of the then current Subscription Term.
11.4 Late payments. CustomerLabs may suspend access for overdue amounts after providing reasonable notice and an opportunity to cure. CustomerLabs may charge interest or late fees to the extent permitted by law.
11.5 Taxes. Fees are exclusive of taxes. Customer is responsible for all applicable taxes, duties, and similar assessments, except taxes based on CustomerLabs net income.
12. Trials and beta features
If Customer uses a trial or beta feature, it is provided as is and may be modified, suspended, or discontinued at any time. Trial and beta features may have reduced support and no service level commitments.
At the end of a trial period, Customer must subscribe to a paid plan to continue using the Services. If Customer does not subscribe, access will be suspended. Customer Data will be retained for up to ninety (90) days consistent with the DPA, after which it may be deleted in accordance with the DPA and applicable law.
13. Intellectual property, logo usage, and feedback
13.1 CustomerLabs IP. CustomerLabs and its licensors retain all right, title, and interest in and to the Services, Documentation, and all related intellectual property.
13.2 Customer Data. As between the parties, Customer retains ownership of Customer Data.
13.3 Logo and name usage. Customer grants CustomerLabs a limited, non exclusive right to identify Customer as a user of the Services on CustomerLabs’ website and in marketing materials using Customer’s name and logo. Customer may revoke this permission at any time by written notice to [email protected], and CustomerLabs will stop using Customer’s name and logo within a reasonable time after receipt. Case studies, quotes, and detailed success stories require Customer’s prior written consent.
13.4 Feedback. If Customer provides suggestions or feedback, CustomerLabs may use it without restriction or obligation, and without compensation, provided it does not include Customer’s Confidential Information.
13.5 Aggregated and de identified data. CustomerLabs may create and use aggregated and de identified data derived from use of the Services to operate, maintain, support, and secure the Services and to improve the performance, reliability, functionality, and security of the Services, including generating aggregated service performance and usage metrics that do not identify Customer or Customer’s end users.
14. Confidentiality
14.1 Definition. Confidential Information means non public information disclosed by or on behalf of a party (Disclosing Party) to the other party (Receiving Party) that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Customer Data is Confidential Information of Customer.
14.2 Protection and use. The Receiving Party will use Confidential Information only to perform under these Terms and will protect it using reasonable care, and at least the same degree of care it uses to protect its own confidential information of similar nature.
14.3 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no breach of these Terms, (b) was lawfully known by the Receiving Party without restriction before receipt from the Disclosing Party, (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information, or (d) is rightfully received from a third party without breach of a confidentiality obligation.
14.4 Compelled disclosure. The Receiving Party may disclose Confidential Information if required by law, regulation, or court order, provided it gives the Disclosing Party prompt notice (to the extent legally permitted) and reasonable cooperation to seek confidential treatment or a protective order.
14.5 Term. Confidentiality obligations apply during the Subscription Term and for three (3) years after the last disclosure of Confidential Information. Obligations for trade secrets and Customer Data will continue for so long as the information remains a trade secret or protected under applicable law and agreements (including the DPA).
15. Suspension and termination
15.1 Suspension. CustomerLabs may suspend access to the Services if reasonably necessary to protect the Services, other customers, or third parties, or if Customer’s use violates these Terms, applicable law, or creates a security risk.
15.2 Termination for convenience. Either party may terminate an Order Form at the end of its Subscription Term by providing notice consistent with the Order Form’s renewal terms.
15.3 Termination for cause. Either party may terminate an Order Form if the other party materially breaches and fails to cure within thirty (30) days after receiving written notice of the breach, unless a shorter cure period is required by law or the breach is not curable.
15.4 Effect of termination and refunds. Upon termination or expiry, Customer’s right to use the Services ends. Data retention and deletion for Customer Data is handled under the DPA. If Customer terminates for cause due to CustomerLabs’ uncured material breach, CustomerLabs will refund any prepaid fees covering the remainder of the Subscription Term after the effective date of termination. Any payment obligations accrued before termination remain payable.
16. Warranties and disclaimers
16.1 Performance warranty. CustomerLabs warrants that it will provide the Services in a professional and workmanlike manner.
16.2 Remedy. If CustomerLabs breaches the warranty in Section 16.1 and Customer provides notice describing the breach, CustomerLabs will use commercially reasonable efforts to re perform the affected Services. If re performance is not commercially reasonable, Customer’s exclusive remedy is a refund of the fees attributable to the deficient Services for the period of deficiency.
16.3 Disclaimers. Except as expressly stated in these Terms, the Services are provided as is and as available. CustomerLabs disclaims all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non infringement, to the maximum extent permitted by law.
17. Indemnification
17.1 By Customer. Customer will indemnify and defend CustomerLabs from and against third party claims arising from Customer Data, Customer’s use of the Services in violation of these Terms or law, or Customer’s instructions to transmit data to Customer Controlled Destinations, including claims that Customer lacked rights or consents.
17.2 By CustomerLabs. CustomerLabs will indemnify and defend Customer against third party claims alleging that the Services infringe a third party intellectual property right, and will pay damages finally awarded or agreed in settlement. CustomerLabs will have no obligation to the extent a claim arises from Customer Data, Customer configurations, third party services, or Customer’s breach of these Terms.
The indemnified party must promptly notify the indemnifying party of the claim, allow the indemnifying party to control the defense and settlement, and provide reasonable cooperation.
18. Limitation of liability
18.1 Exclusion of consequential damages. To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, business, or goodwill.
18.2 Liability cap. To the maximum extent permitted by law, each party’s total liability arising out of or related to these Terms and any Order Form will not exceed the amounts paid or payable by Customer to CustomerLabs for the Services giving rise to the claim in the twelve (12) months preceding the event that first gave rise to the claim.
18.3 Carve outs. Sections 18.1 and 18.2 do not apply to: (a) Customer’s payment obligations, (b) a party’s indemnification obligations, (c) a party’s breach of Section 14 (Confidentiality), or (d) a party’s infringement or misappropriation of the other party’s intellectual property rights.
18.4 Non excludable liability. Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud or willful misconduct. Data protection liability is addressed in the DPA and applicable law.
19. Compliance, export, and sanctions
19.1 Mutual compliance. Each party will comply with applicable laws in connection with its performance under these Terms, including export control and sanctions laws.
19.2 Customer compliance. Customer will comply with applicable laws in connection with its use of the Services, including privacy, advertising, and consumer protection laws.
19.3 Sanctions and restricted parties. Customer represents that it is not located in, and will not permit access from, a jurisdiction subject to comprehensive sanctions, and is not on a prohibited party list.
20. Governing law and venue
These Terms and any dispute arising out of or relating to them are governed by the laws of the State of Delaware, USA, excluding its conflict of laws rules.
The parties agree to exclusive jurisdiction and venue in the state or federal courts located in Delaware for any disputes, and each party waives any objection to inconvenient forum.
21. Changes to these Terms
CustomerLabs may update these Terms from time to time to reflect changes in law, industry standards, security practices, or the Services. If an update materially reduces Customer’s rights or materially increases Customer’s obligations, CustomerLabs will provide notice by email or within the Services. Unless otherwise stated, updates take effect on the Last Updated date.
If Customer does not agree to an updated version, Customer may stop using the Services. If Customer is on a paid subscription and the update is material, Customer may terminate the affected Order Form as of the end of the then current billing period by providing notice within thirty (30) days after the update notice.
22. Notices
22.1 Notices by Customer to CustomerLabs. Customer may send notices relating to these Terms (including legal and privacy notices) to [email protected]. Customer may also send notices by postal mail to the address in Section 1.
22.2 Notices by CustomerLabs to Customer. CustomerLabs will send notices under these Terms to Customer via email to the Customer’s designated account owner email address (or another email address provided by Customer for legal notices).
22.3 Deemed receipt. Email notices are deemed received on the next business day after sending. Postal mail notices are deemed received three (3) business days after posting.
23. Entire agreement
These Terms, together with any Order Form, the DPA, and the Privacy Policy, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, proposals, or representations relating to the Services.
24. Survival
Sections 13, 14, 17, 18, 20, 22, 23, 24, and any provisions that by their nature should survive, will survive termination or expiration of these Terms, including accrued payment obligations and any limitations of liability and dispute resolution provisions.
25. Contact
General, legal, privacy, and support inquiries: [email protected]
Postal mail: CustomerLabs Inc, 651 N Broad St, Ste 206, Middletown, Delaware 19709, USA.
26. Miscellaneous
- Assignment. Neither party may assign these Terms without the other party’s consent, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees to be bound.
- Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
- Severability. If a provision is unenforceable, it will be enforced to the maximum extent permitted and the remainder will remain in effect.
- No waiver. Failure to enforce a provision is not a waiver.
- Independent contractors. The parties are independent contractors and these Terms do not create a partnership, employment, or agency relationship.
- Headings. Headings are for convenience only and do not affect interpretation.
